Director’s Certificate Sample Clauses

Director’s Certificate. The Placement Agent shall have received on the Closing Date, a certificate of the Company, dated as of the Closing Date and which may be relied upon by the Placement Agent, signed by a director of the Company, certifying, among others, (i) that each of the Company’s then-effective memorandum and articles of association, and all amendments thereto, is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) that each of the Company and its Subsidiaries is in good standing under the laws of the jurisdiction of its incorporation or organization; (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the SEC; and (v) as to the incumbency of the officers of the Company, in a form reasonably acceptable to the Placement Agent.

Director’s Certificate. A director of the Company shall deliver to the Purchaser at the Closing a certificate attaching (i) the certified Memorandum and Articles as then in effect, (ii) copies of all resolutions approved by the shareholders and board of directors of each Group Company related to the transactions contemplated hereby (including the Restructuring) and (iii) such other documents or certificates as the Purchaser may reasonably request.

Director’s Certificate. On the Closing Date and/or the Option Closing Date, the Representative shall have received a certificate of the Company signed by any one Director of the Company, dated such Closing Date, certifying: (i) that each of the Company’s certificate of incorporation and memorandum and articles of association to such certificate is true and complete, has not been modified and is in full force and effect; (ii) that each of the Subsidiaries articles of association, memorandum of association or charter documents attached to such certificate is true and complete, has not been modified and is in full force and effect; (iii) that the resolutions of the Company’s Board of Directors relating to the Offering attached to such certificate are in full force and effect and have not been modified; and (iv) the good standing of the Company and each of the Subsidiaries (except in such jurisdictions where the concept of good standing is not applicable). The documents referred to in such certificate shall be attached to such certificate.

Director’s Certificate. The Company shall have furnished to the Representative a certificate signed by a Director of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Memorandum and Articles of Association is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, and (iv) as to the incumbency of the executive officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Director’s Certificate. I have read this agreement and carefully reviewed every part of it with counsel for the Company. I understand the terms of this Deferred Prosecution Agreement and voluntarily agree, on behalf of Z▇▇▇▇▇ Holdings, Inc. and Z▇▇▇▇▇ Inc., to each of the terms. Before signing this Deferred Prosecution Agreement, I consulted with the attorney for the Company. The attorney fully advised me of the Company’s rights, of possible defenses, of the Sentencing Guidelines’ provisions, and of the consequences of entering into this Deferred Prosecution Agreement. No promises or inducements have been made other than those contained in this Deferred Prosecution Agreement. Furthermore, no one has threatened or forced me, or to my knowledge any person authorizing this Deferred Prosecution Agreement on behalf of the Company, in any way to enter into this Deferred Prosecution Agreement. I am also satisfied with the attorney’s representation in this matter. I certify that I am a director of Z▇▇▇▇▇ Holdings, Inc., and that I have been duly authorized by the Board of Directors of Z▇▇▇▇▇ Holdings, Inc. to execute this certificate on behalf of the Company. /s/ D▇▇▇▇ ▇. ▇▇▇▇▇▇ 9/27/07 Z▇▇▇▇▇ Holdings, Inc. Date

Director’s Certificate. Upon the happening of an event as a result of which the Conversion Price will be adjusted pursuant to this Trust Deed and the Conditions, as soon as reasonably practicable deliver to the Trustee a certificate signed by two Directors of the Issuer on behalf of the Issuer setting forth brief particulars of the event, and the adjusted Conversion Price and the date on which such adjustment takes effect and in any case setting forth such other particulars and information as the Trustee may reasonably require.

Director’s Certificate. The Company shall have received a certificate signed by a designated director of each of Parent and Merger Sub certifying as to the matters set forth in Section 7.3(a) and Section 7.3(b).

Director’s Certificate. Reference is hereby made to that certain Consulting Agreement (the “Agreement”), dated as of the 15th day of May, 2015, by and among Innovate Services Limited, a Seychelles Company (the “Company”) and Leatt Corporation (“Leatt”) a United States Company. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement. Pursuant to Clause 4.2.5 of the Agreement, the undersigned Director of the Company hereby certifies, in her capacity as the sole director of the Company as follows:

Director’s Certificate. (i) At the Closing Date, the Directors will each furnish to Surety a certificate dated the Closing Date which shall state whether (i) the Directors have complied in all material respects with their respective agreements contained herein and in the Merger Agreements to be performed at or prior to the Closing Date, and (ii) the representations and warranties of the Directors, First Midlothian, and First Bank contained herein and in the Merger Agreements are true in all material respects at and as of the Closing Date with the same effect as though such representations and warranties (in the exact language contained in this Plan or in the Merger Agreements with appropriate modification of tense in the case of representations and warranties relating to statements of fact as of specified dates) had been made at and as of the Closing Date, except as otherwise contemplated by this Plan or the Merger Agreements. (ii) At the Closing Date, the shareholders of First Midlothian who are not Directors will each furnish to Surety a certificate executed in each such shareholder's individual or representative capacity dated the Closing Date, pursuant to which such shareholder shall warrant and represent that such shareholder has good and marketable title to and the absolute right to sell, assign, and transfer the shares of First Midlothian Common Stock registered in such shareholder's name free and clear of any interests, security interests, claims, liens, pledges, penalties, charges, encumbrances, buy-sell agreements, preemptive rights or rights of any shareholder of First Midlothian or any party whatsoever of every kind and character and that such shareholder has the right, power, and authority to ability to transfer such shares of First Midlothian Common Stock in accordance with the terms and provisions of this Plan and the Merger Agreements.